TONT merger with BIG3 (BIG3 HoldCo LLC)
BIG3 (BIG3 HoldCo LLC)
Announced 12 June 2026.
BCA June 12, 2026; professional basketball league valued ~$290M ($322M EV); expected close fall 2026. Counterparties incl. BIG3 HoldCo LLC, Halfcourt Holdco, Inc.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- Min-cash condition
- $50M
- Sponsor promote
- 20%
- Exchange ratio
Merger Consideration = ($290,000,000 plus Big3's Cash Position at the Company Merger Effective Time) divided by the Per Share Price, which the BCA defines as $10.83; each Graf share becomes one Pubco Class A sharemore ▾less ▴
No committed PIPE. The BCA contains only a covenant that Graf will use reasonable best efforts during the Interim Period to enter into one or more 'Transaction Financing' agreements with accredited inmore ▾less ▴
Big3 equityholders receive an additional 2,000,000 unvested Pubco Class A shares that vest if the Pubco Class A closing price is at least $15.00 for 20 of 30 consecutive trading days during the five-year Earnout Period, or on a qualifying Sale of Pubco at or above that price.more ▾less ▴
the term “ Shares Lock-up Period ” means the period beginning on the Closing Date and ending on the earlier of (x) six (6) months after the Closing Date and (y) the date on which Pubco completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Pubco’s stockholders having the right to exchange their shares of Pubco Common Stock for cash, securities or other propertymore ▾less ▴
Effective as of immediately prior to the Conversion and conditioned upon the satisfaction or waiver of the closing conditions set forth in Article VII of the Business Combination Agreement (other than such conditions that, by their nature, are to be satisfied at the closing of the Transactions), (a) the Sponsor shall forfeit and surrender to the SPAC an aggregate of 2,750,000 SPAC Class B Ordinary Shares held by the Sponsor (“ Sponsor Forfeited Shares ”), (b) the Sponsor may, in its discretion, transfer to third parties up to an additional 500,000 SPAC Class B Ordinary Shares held by the Sponsor to incentivize non-redemptions or investments into the SPAC or PubCo or otherwise to support the Transactions (the “ Discretionary Founder Shares ”), provided that any portion of the Discretionary Founder Shares that are not so transferred shall be forfeited by the Sponsor and surrendered to the SPAC, and (c) the Sponsor shall not have any further rights with respect to such Sponsor Forfeited Shares and Discretionary Founder Sharesmore ▾less ▴
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
If holders redeem
a model, from filed inputsEvery public share can be cashed out for its slice of the trust instead of rolling into the new company. Drag the slider to see what that does to the cash the business receives, to who owns it, and — the one that decides whether the deal happens at all — to the minimum-cash condition the buyer can walk on.
At most 45.3% of the public shares may redeem. The clause subtracts transaction costs and no filing we hold states them, so the true breakeven is this figure or lower — never higher.
A condition can be waived, amended or satisfied by financing raised after the filing this reads. This is what the clause and the last filed balances say today, not a prediction about the vote.
No filing we hold prints a pro-forma ownership table for this deal, so there is no ownership split here. It is never derived from a headline, a promote percentage and a PIPE size — that construction is exactly what put a wrong dilution figure on this page once already.
What this model is made of — 3 filed inputs
- Redeemable public shares
- 8.4M at $10.87/share0001104659-26-097238
- Trust
- $91.4M0001104659-26-097238
- Minimum-cash condition
- $50M — trust after redemptions0001104659-26-073527
e) Minimum Cash . Closing SPAC Cash shall be at least $50,000,000
The target: BIG3 HoldCo LLC
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
BIG3 HoldCo LLC — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
A price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what BIG3 HoldCo LLC actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for BIG3 HoldCo LLC, so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $577.5M regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Post-dilution equity (net debt unknown).
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
No listed comparable carries a revenue multiple we can use.
What qualifies the figures above
- Struck on the post-dilution value of $577.5M, not the announced $290M — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Big3 equityholders receive an additional 2,000,000 unvested Pubco Class A shares that vest if the Pubco Class A closing price is at least $15.00 for 20 of 30 consecutive trading days during the five-year Earnout Period, or on a qualifying Sale of Pubco at or above that price.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.